JOINT FILING AGREEMENTJoint Filing Agreement • July 11th, 2005 • Square D Co • Switchgear & switchboard apparatus
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Juno Lighting, Inc., a Delaware corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT AND PLAN OF MERGER dated as of June 29, 2005 by and among SQUARE D COMPANY SCHNEIDER ELECTRIC SA HERA ACQUISITION CORP. and JUNO LIGHTING, INC.Merger Agreement • July 11th, 2005 • Square D Co • Switchgear & switchboard apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 29, 2005, is by and among Square D Company, a Delaware corporation (“Parent”), Hera Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Juno Lighting, Inc., a Delaware corporation (the “Company”), and solely for the purposes of Article IV and Section 9.12 of this Agreement, Schneider Electric SA (“Guarantor”).
STOCKHOLDERS VOTING AGREEMENTStockholders Voting Agreement • July 11th, 2005 • Square D Co • Switchgear & switchboard apparatus • Delaware
STOCKHOLDERS VOTING AGREEMENT, dated as of June 29, 2005 (this “Agreement”), by and among Square D Company, a Delaware corporation (“Parent”), and the stockholders of Juno Lighting, Inc. (the “Company”) identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).
